Huatai United Securities Co., Ltd
About Beibu Gulf Port Co.Ltd(000582)
Verification opinions on self-evaluation report of internal control in 2021
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor") as the sponsor of Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as " Beibu Gulf Port Co.Ltd(000582) " or "company") for continuous supervision of public issuance of convertible corporate bonds, in accordance with the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the self-evaluation report of Beibu Gulf Port Co.Ltd(000582) 2021 annual internal control has been carefully and prudently verified. The relevant verification conditions and verification opinions are as follows:
1、 Internal control evaluation of the company
(I) evaluation scope of internal control
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas. The units included in the evaluation scope include the parent company ( Beibu Gulf Port Co.Ltd(000582) ) and 24 subsidiaries ( Beibu Gulf Port Co.Ltd(000582) Fangchenggang wharf Co., Ltd., Beibu Gulf Port Co.Ltd(000582) Qinzhou wharf Co., Ltd., Fangchenggang Chisha wharf Co., Ltd., Guangxi Beibu Bay International Container Terminal Co., Ltd., Beibu Bay tugboat (Fangchenggang) Co., Ltd., Guangxi Beibu Gulf Port Co.Ltd(000582) energy and chemical Port Co., Ltd., Guangxi Qinzhou Bonded Port Shenggang wharf Co., Ltd Guangxi Qinzhou free trade port Honggang wharf Co., Ltd., Guangxi Beibu Gulf Port Co.Ltd(000582) tugboat Co., Ltd., Guangxi Beibu Gulf ocean shipping tally Co., Ltd., Guangxi Beibu Gulf Port Co.Ltd(000582) Network Service Co., Ltd., China Beihai Ocean Shipping Agency Co., Ltd., Beihai Xinli import and export trade Co., Ltd., Qinzhou Xinggang Wharf Co., Ltd., Guangxi Beibu Gulf Port Co.Ltd(000582) Environmental Protection Technology Co., Ltd., Fangchenggang Gaoling wharf Co., Ltd Fangchenggang Sanya wharf Co., Ltd., Guangxi Qinzhou Bonded Port Taigang Petrochemical Wharf Co., Ltd., Guangxi Qinzhou Bonded Port Gangji wharf Co., Ltd., Beibu Gulf Port Co.Ltd(000582) Beihai wharf Co., Ltd., Guangxi Beihai Port Logistics Co., Ltd., Guangxi Qinzhou International Container Terminal Co., Ltd., Beihai Shawei wharf Co., Ltd., and Beihai Powei wharf Co., Ltd.). The total assets of the units included in the evaluation scope account for 100% of the total assets in the company's consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company's consolidated financial statements.
The main businesses and matters included in the evaluation scope include: governance structure, organizational structure, development strategy, project investment, contract management, information disclosure, investor relations, corporate culture, human resources, information system, internal information transmission, social responsibility, fund activities, fund-raising management, guarantee business, comprehensive budget, financial report, asset management, procurement business, port business, business outsourcing, engineering projects Production and safety.
The above units, businesses and matters included in the evaluation scope and high-risk areas cover the main aspects of the company's operation and management, and there are no major omissions.
(II) basis of internal control evaluation and identification standard of internal control defects
The company organizes and carries out internal control evaluation according to the enterprise internal control standard system.
The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company's size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the previous years. The identification standards of internal control defects determined by the company are as follows: 1. Identification standards of internal control defects in financial reports
1.1 the quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
(1) Quantitative criteria for the company's profitability:
The influence of defect type on the authenticity and quantitative standard of the company's financial report
Impact degree of integrity
Major defects are large, and there is one or a group of internal control defects, which may lead to misstatement in the financial report greater than 7% of the company's annual pre tax profit
There is one or a group of internal control defects that may lead to important defects in the financial report. Generally, there is a misstatement that is less than or equal to 7% of the company's annual pre tax profit but greater than 3% of the company's annual pre tax profit
General defects are minor. Defects other than major defects and important defects are recognized as general defects
(2) Quantitative criteria for loss of the company:
Quantitative standard of defect types on the authenticity of corporate financial reports
And integrity
There is one or a group of internal control defects that may lead to financial statements
The company's business income in the reporting year is greater than that in the reporting year
0.70% false positives
Important defects generally have one or a group of internal control defects, which may lead to financial statements
Report the business income less than or equal to the company's annual consolidated statement
Quantitative standard of defect types on the authenticity of corporate financial reports
And integrity
0.70%, greater than the operating income of the company's annual consolidated statements
0.30% false positives
General minor defects do not constitute major defects and other defects other than important defects
All defects are identified as general defects
1.2 qualitative criteria for evaluation of internal control defects in financial reporting determined by the company:
(1) Major defect: refers to the combination of one or more general defects that may seriously affect the effectiveness of the overall internal control, which may lead to the failure of the enterprise to prevent or find serious deviations from the overall control objectives in time.
Specifically including but not limited to: ① fraud by directors, supervisors and senior managers of the company; ② Invalid control environment; ③ The certified public accountant finds that there is a material misstatement in the current financial report, but the internal control fails to find the misstatement in the operation process; ④ The supervision of the company's Audit Committee on internal control is invalid; ⑤ Other defects that may affect the correct judgment of report users.
(2) Important defect: refers to the combination of one or more general defects, whose severity is lower than that of major defects, but may cause the enterprise to be unable to prevent or find out in time. The severity of deviation from the overall control goal is still significant, which must be paid attention to by the enterprise management.
(3) General defects: refer to other control defects except major defects and important defects.
2. Identification standard of internal control defects in non-financial reporting
1.1 the quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
The influence of defect types on the company's operating conditions and social sound quantitative standards
Influence degree of reputation
There is one or a group of internal control defects, which may lead to direct major defects, large property losses of the company greater than 50 million yuan, or (and) subject to administrative punishment by national government departments, and the punishment has been officially announced or (and) have a negative impact on the company
There is one or a group of internal control defects, which may cause the direct property loss of the company to be greater than 10 million yuan, less than or equal to 50 million yuan, or (and) subject to administrative punishment by provincial (or autonomous region) government departments, And the punishment has been officially announced to the public or (and) has a negative impact on the company
General defects are minor. Defects other than major defects and important defects are recognized as general defects
1.2 the qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
(1) Major defect: refers to the combination of one or more control defects that may cause the enterprise to seriously deviate from the control objectives, including but not limited to: ① lack of democratic decision-making procedures; ② Decision making procedures lead to major mistakes; ③ Violation of national laws and regulations and punishment; ④ Serious loss of middle and senior managers and senior technicians; ⑤ Negative news frequently appears in the media, covering a wide range, causing great adverse effects across the country; ⑥ Lack of system control or failure of system for important business; ⑦ Major or important defects in internal control have not been rectified. (2) Important defect: refers to the combination of one or more control defects, whose severity and economic consequences are lower than those of major defects, but it may still cause the enterprise to deviate from the control objectives. Including but not limited to: ① democratic decision-making procedures exist but are not perfect; ② General mistakes caused by decision-making procedures; ③ Violation of internal rules and regulations of the enterprise, resulting in losses; ④ Serious loss of business personnel in key positions; ⑤ Negative news appeared in the media, which spread widely and caused certain adverse effects within the province where the company is located; ⑥ Defects in important business systems or systems; ⑦ Important defects in internal control have not been rectified.
(3) General defects: refer to other control defects except major defects and important defects. Including but not limited to: ① the efficiency of decision-making procedure is not high; ② Violation of internal regulations without loss; ③ Serious loss of business personnel in general posts; ④ Negative news appears in the media, but it only affects some areas, with little overall impact; ⑤ Defects in general business system or system; ⑥ General defects have not been rectified; ⑦ There are other defects.
(III) identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reporting
According to the above identification standards of internal control defects in financial reporting, the company has no major defects and important defects in internal control of financial reporting during the reporting period.
2. Identification and rectification of internal control defects in non-financial reporting
According to the above identification standards of internal control defects in non-financial reports, there were no major defects and important defects in the company's internal control over non-financial reports during the reporting period.
2、 Conclusion of the company's evaluation on internal control
In accordance with the basic norms of enterprise internal control, guidelines for the application of enterprise internal control, guidelines for the evaluation of enterprise internal control and the provisions and requirements of the company's internal control norms, the company adheres to risk management as the basis, combined with the actual needs of the company's operation and management, and continuously improves and optimizes various important business processes through continuous supervision and effective evaluation of the operation of the company's internal control, Timely improve and perfect the internal control system to improve the possibility of realizing the company's overall objectives.
According to the identification of major defects in the company's internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of directors of the company believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations.
According to the identification of major defects in the company's internal control over non-financial reports, the company has no major defects in the company's internal control over non-financial reports on the benchmark date of the internal control evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
3、 Main verification procedures of the recommendation institution
During the continuous supervision, the recommendation institution communicates with Beibu Gulf Port Co.Ltd(000582) directors, supervisors, senior managers, heads of internal audit departments and relevant personnel of external audit institutions; Consult the minutes of the general meeting of shareholders, the board of directors and the board of supervisors, the internal audit report, the internal control evaluation report in 2021 and various business and management rules and regulations, and verify the integrity, rationality and effectiveness of the internal control system from the construction and implementation of the company's internal control environment and internal control system.
4、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Beibu Gulf Port Co.Ltd(000582) the existing internal control system meets the requirements of relevant Chinese laws, regulations and securities regulatory authorities, and maintains effective internal control related to enterprise business and management in all major aspects Beibu Gulf Port Co.Ltd(000582) in 2021
